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Cases of high-end wines and luxury gift baskets are being replaced by upscale pens and items stamped with the company logo, according to promotional goods experts. They say the U.K. Bribery Act is dampening high-end corporate gift giving and hospitality. Corporate event planners say they are keeping those guidelines in mind when planning promotional outings. More inside.

Companies need to have a plan when they begin the process of creating or revising a compliance training and communication program. But what does that really mean and how do companies go about building such a plan? Guest columnist Joel Katz, chief ethics and compliance officer at CA Technologies, provides real-life lessons from what worked and didn't work as CA set about overhauling its compliance training.

Over the past year, Compliance Week has published numerous stories about governance ratings firms; however, not much is known about the firms since the industry is so new. We've taken the time to research the basics ...

According to press reports, a series of recent, unrelated events may deal a big blow to the activist investor movement. But those involved in the process claim that the current emphasis on corporate governance is not likely to dissipate soon, largely due to the institutionalization of processes that outshine the impact of any single individual.

A recent report that the Securities and Exchange Commission may sue a company's outside lawyer for his role in an internal investigation has put renewed emphasis on the role and risks of "gatekeepers" in the post-Sarbanes-Oxley era.

Come January, Swingvote—an Atlanta-based startup—plans to go head to head with ADP Investor Communications Services in the proxy voting service marketplace. Currently, the shareholder services group at $7.4 billion ADP holds a virtual monopoly for the distribution of proxy material.

In the past month, two companies announced they had tapped their new chief financial officers from the auditing firm with which they were doing business. At the surface, the move appears to be a violation of Securities and Exchange Commission rules regarding auditor independence.

A Federal Appeals Court ruled that lawsuits can't be brought in cases where the statute of limitations expired before the Sarbanes-Oxley Act became law on July 30, 2002. Section 804 of the landmark legislation had extended the statute of limitations for federal securities fraud to the earlier of two years after the discovery of the facts constituting the violation or five years after such violation. Previously, it was one year and three years, respectively.

Delaware's Chancery Court set the corporate directors' grapevine abuzz in
May when it found several directors of a company called Emerging Communications personally
liable for approving a merger with the company's controlling stockholder at
an unfair price. The plight of Salvatore Muoio, an investment banker with
long experience in the telecommunications industry, has drawn particular
attention because the court said his "specialized financial expertise" put
him "in a unique position to know" that the merger price was unfair.

Frustrated with sell-side analysts’ failure to screen companies for governance risks, a consortium of European funds with over $400 billion in assets recently announced a plan to steer 5 percent of commissions to brokers who includes such analysis of intangibles into their research.

In the latest of our weekly Q&As with governance and compliance executives, we talk to Patricia Hatler, executive vice president, general counsel and corporate secretary at $16.8 billion Nationwide Corp.

At a national accounting conference last week, SEC Deputy Chief Accountant Andrew D. Bailey Jr. reminded companies that they must provide detailed descriptions of material weaknesses, and should not make any attempt to veil or hide them.

The Securities and Exchange Commission suspended trading of 26 small, barely operating or defunct companies earlier this month because they had not filed quarterly and annual reports in one to nine years.

When chipmaker Analog Devices filed its 10-K report on Nov. 30, it announced that the SEC is conducting an inquiry into how the company has granted executive stock options. “We weren’t under any obligation to make the statement,” says Maria Tagliaferro, the company’s director of corporate communications. The company’s legal counsel believes that there may be other companies included in the same inquiry, but they are not yet known.

Creditors may sue directors of companies that can’t pay their debts, but the board members can protect themselves with the same provision that shields them from certain shareholder lawsuits, Delaware’s Court of Chancery ruled last month.

Audit fees are up, but if you consider the increase in revenues plus inflation, the fees appear not to have gone up dramatically, according to a recent study published in June 2004 by Glass Lewis, an analytical research firm.

While U.S. financial executives are buried in Sarbanes-Oxley compliance, their counterparts in Europe are racing against a deadline to overhaul entire accounting methods—a shift Ernst & Young called “the biggest change in financial reporting in a generation and on a global basis.”

According to a review of regulatory filings during the month of November 2004, the number of companies disclosing material weaknesses or significant deficiencies in internal controls jumped significantly as companies filed their final quarterly reports before SOX 404 assessments are included in their next 10-Ks.

During the month of November, several companies disclosed "deficiencies" in controls—sometimes related to one specific control—that were neither significant deficiencies nor material weaknesses. Examples inside.